Corporate Governance - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[307]. - The company has established corporate governance guidelines that cover board membership criteria and director responsibilities[308]. - The Nominating and Corporate Governance Committee identifies and recommends candidates for the board of directors[301]. - The company’s board of directors has not established specific minimum qualifications for director nominees[304]. - There were no delinquent filers for Section 16(a) reporting during the fiscal year ended December 31, 2022[306]. Conflicts of Interest - The company’s officers and directors may have conflicts of interest due to their obligations to other entities[309]. - The company’s management team is responsible for managing affairs and may have conflicts of interest in presenting business opportunities[309]. - The company may engage M. Klein and Company as its lead financial advisor for business combinations, which may create potential conflicts of interest[316]. - The company does not prohibit pursuing an initial business combination with entities affiliated with M. Klein and Company, provided an independent opinion is obtained to ensure fairness[323]. - The company’s officers and directors have multiple affiliations that may present conflicts of interest, but these are not expected to materially affect the ability to complete the initial business combination[322]. Compensation and Indemnification - The Compensation Committee is responsible for reviewing and approving the compensation of the Chief Executive Officer based on performance evaluations[301]. - The company has entered into agreements with its officers and directors for contractual indemnification, in addition to the indemnification provided in its amended and restated certificate of incorporation[327]. - The company has obtained a policy of directors' and officers' liability insurance to cover costs related to defense, settlement, or judgment payments[328]. - The company believes that its indemnification provisions and insurance are necessary to attract and retain experienced officers and directors[330]. - The company’s amended and restated certificate of incorporation limits the personal liability of directors for breaches of fiduciary duty, except as permitted by law[326]. Initial Business Combination - The company’s initial stockholders have agreed to waive their redemption rights with respect to any founder shares in connection with the initial business combination[316]. - Officers and directors have agreed to vote in favor of the initial business combination, including any public shares they may hold[325]. - The company may seek additional investments from its sponsor or affiliates in connection with the initial business combination, although there is no current obligation to do so[324]. Legal and Financial Considerations - The company’s policies may discourage stockholders from bringing lawsuits against directors for breaches of fiduciary duty, potentially affecting stockholder investments[329]. - The net proceeds from the IPO have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less, minimizing exposure to interest rate risk[268].
Churchill Capital VII(CVII) - 2022 Q4 - Annual Report